sIIf21c -Rs..100- ONE HUNDRED RUPEES | gp FRET TAMILNADU BE 387169 a esa ON ree bsthe Gem Reweun pie Ona PERUMAL i YTD ag son enna sa WADE Ts CHENNN600 1 1 ‘OPERATION AND MAINTENANCE AGREEMERI A" 150000" 0.9000" this Operation and Maintenance Agreement is macis at Chennai on this 30" oy of December, 2015 by ano seween M/s Sree Santhosh Garments, a propristary concern operating from and out of Trupur, Tamil Nadu duly represented by its proptietor MC Chandramohan, {esiding at 16. Meenakshi lam, S.A.Khadar Layout, Angeripalayam Road, Tiupur 641 602, hereinafter referred fo as the "Owner [which term shall mean and Include his legal hires, legal representatives and permitted assigns} of the ONE PART i ‘AND i Gamesa Renewable Piivate Limited (formerly known as Gamesa wind Turbines Private Limited), a company duly incorporated under the Companies Act, 1956,having ils olfice a The Futura IT Park, Block 8, 8th Floor, No-334, Rajiv Gandhi Sali, Sholinganallur, Chennai - 600 119 represented herein by ils Assistant Vice President Mr. P.Rojenthiran (hereinafter refered fo asthe "O&M Conkractor/Contractor’, which form shall mean and include its successors in interes! and permitted assigns) of the OTHER PART WHEREAS 1. The Contractor is engaged. infer alia, in the business of operating ond maintaining solar and wind power generation facilities and hos offered ils services to the Owner; 2. The Owner is in the process of selling up a 1.2 MWp giid interactive solar photovoltale power plan! at SF 516 of Puliyamorathukoltal village, Vedasanthur TK, laminadu State, India (the ‘Project’; 3, The Owner has entered into @ power purchase agreement {Ihe “Power Purchase Agreement") dated 12.09.2015, with Tamil Nadu Generation and Dishibution Corporation Limited (TANGEDCO) for sale of electric power fo TNE; 4, The Owner is destous of engaging the Contractor for providing operation {and maintenance services for the power plant, and the Contractor has agreed fo provide such services. sticlly in accordance with the stipulations, tetmsand conditions set for in this Contract; TO AGREE AS FOLLOWS 1. DEFINITIONS: For the purposes of this Contract, the terms and expressions set out below shall have the meaning that they are given, and shall be taken as being singular and. plural, depending on the context: "Accessories" means collectively, 1001s, special tools, sately equipment and spare pars required for the operation and maintenance of the power plant “Alftiate” means, with respect to a Patty, ils subsidiary company, its holding ‘company or a company that is « subsidiary of such holding company;“Applicable Law(s)" means any slatule, law, regulation, ordinance, rule, judgment, Contractor, decree, clearance, approval, irectiva, guideline, policy, requirement, or other covernmental restiction or any similar form of decision, oF determination by, or any interpretation or adminislration of any of the foregoing by, any Government Authority as may be in force and effect as on the date of signing of this Contract, and in effect thereafter as amended, subject to stipulation in Clause [14]: “Atbilrable Dispute” shall have the meaning ascribed fo it in Clause 10 hereunder “Business Day” means Monday to Fiiday excluding holdays declared under Negotiable instiuments Act, 1881 in Tiupur and Chennai "Change in Law” means the occuttence of any of the following subsequent to the Effective Date: (a}the enactment, adoption, promulgation, modification or repeal of any Applicable Law, including the imposition ‘of any new or addtional taxes with or without roliospective effect: or {b}the imposition of any material conaition on the issuance or renewal of any Government Approval: or [cla change in any legislative, judicial, executive or governmental codes of conduct, guidelines, policies or regulations, "Claim" means any claim, proceeding, cause of action, action, or suit {including by way of contribution or indemnity) at law or in equity in relation to Loss: "Clause" means a clause of this Contract; “Commencement Date" moans the dale on which the power plant is handed ‘over lo the Contractor for the purpose of rendering the agreed services “Consumable Materials”: shall mean the materials that shall be supplied or replaced during Maintenance work by teason of being perishable consumed, Atler the said Solar Phoiovolicic Power Plant has been operational for a specific number of hours. Such materials includes grease, cleaning liquids, module Cleaning fools and wipes, abrasives, cables-ties, systom fillers, seals, Screws, nuts, fuses up 32A DC ele.“Contract”: shall mean this document along with its entire Schedule which are ‘an integral part of and shall be read as part and parcel of this Agreement, “Control” means having the right lo exercise or cause the exercise of the vole of filly percent (50%) or more of the voting shares of a company or body corporate or the right fo appoint or remove a majarily of the directors thereot; “Disqualified Third Party” means, {a} in respect of the Owner, any person who is, oF whose Alfiiates are, engaged in the business of development of renewable energy projects; (p) in respect of either Party (i) any person or ils AMfilates or @ promoter, director or pariner of such person who has been convicted for any ciiminal offence involvng dishonesly or coruption or has been debaried from eating in secuttes in the capital markets by the Securiies and Exchange Board: Of India or isin the caution Ist of the Reserve Bank of India or has been barred from performing obligations similar fo those contained in this Contractor in any juisciction; ond (i) ony person or ils Affliate which has pending litigation with the party in any jurisdiction or is Affilates or any person or is affliate agains! whom the parly ori Aliates fled any case in any jurisdiction, but shall exclude banks and/or financial institutions: “Equipment”: shail mean ail equipment modules, SMB {sting monitoring box), inverters, structures, transformers, ACB Panel, DC cables, LT Cables, materials installed in the said Soler Photovoltaic Power Plant "Govemment Approval" means any ond all necessary and required authorisations, consents, grants, approvals, icences, leases, permits, exemptions, ‘concessions, flags, clearances, variances, Contractors, publicalions, notices, declarations or regulations, issued by any Government Authosity in connection with the performance of obligations under this Coniract by the Owner and the Contractor; "Government Authority’ means the Government of India, any state government, any local, regional, tetitoial or municipal authority ‘or quasigovemmental ‘authority, ministy, governmental depariment, government authorly, commission, board, bureau, agency, insumentalily, executive, legisiative, judicial, regulatory. or administrative body or any other stale uliity or instrumentally having ce purporting fo have jursciction over the Project, Project Site or any portion theres! and performance of the obligations and exercise of fighis of the Parties in accordance with this Contract, or any matter arising from or in connection with ths Contract; “Maintenance — shal_mean Preventive Maintenance and Corrective Maintenance of the Ecuipment duly instaled and commissioned at Site, as onthe commencement dote of this Agreement and until the valictly of the Term of this Agreement. “Operation” shail mean the continuous monitoring and supervision of the said Solar Photovoltaic Power Prant; “Safe Working Practices Manual” means the Contractor's document on safe ‘working practices in connection with the Services; as such document may be updated by the Contractor from time to time, which the Contractor wil make ‘available to the Owner upon the Owner's request at any moment. "SBAR" sholl mean the State Bonk of India advance rate for the purposes of Inlerest rate determination uncer this Contract, from time fo lime in accordance: with Reserve Bank of India: norms; "Site" moans the Pholovolicic Power Project" located al SF 516 of Puliyamarathukottai vilage, Veciasanthur Tk, Tamiinady State, India. “Solar Photovoltaic Power Plant/Plant” means all equipment and infrastructure: duly installed and commissioned al Photovoltaic Park called "1.2 M¥Ip "Sree Santhosh Garments Solar Power Project” localed al ‘SF 516 of Puliyamarathukottai vilage, Vediasanthur TK, Taminady State , India SOW" means scope of work/services “Spare Part/s" shall mean cll required components for plant maintenance excluding "Consumable Materials” “Subcontractor” means any personientily having a contract with the Contractor for rendering the Operation & Maintenance services or any part thereof "Taxes" means any fees, taxes, levies, interest or other sum levied pursuant to ‘any Applicable Law, including but not limited to all soles, value aclded, excise ‘and storage taxes, service taxes, goods and services tox, icenso and permit fees, entry fax. works contract tax, levies, ocho’, cess, import duties, Imposts, deductions, charges, withholdings ond duties “User and Maintenance Manuals": shall mean the user and maintenance "manvats for the said Soior Photovoltaic Power Flan! that wil developed by the Contractor ens Va ¥2. SCOPE OF SERVICES (a)Duting the Term, the Contractor shail, subject to due payment of the O&M Service Fee in accordance with Clause 4 and subject to the Contrector’s fight to suspend the services in accordance with Clause 4.3 of this Contract, provide the services set out in Schedule | [ihe "sow "). {b)The obligations of the Conkactor to provide the services shall not be enforceabie agains! he Contractor in case: (a) any operation and maintenance of the Plant & perlormed by any petson not boing the Contractor oF (b) defect or non-contorily is cured due. fo any acl or omission by the Owner or is agents: or (¢) modifcaticns of the Plant not authorized by the Contractor: oF (a) detects caused by or arising out of events of Force Majeure; or (e) olec's J non-confermily caused by grid reloled eros or!) SUPDIY of main AC/DC equipment ater out of waranty period ( PY modules, fans, inverter, kansformers, etc) (a) Repair/reconstruction of any civil infrastructure, of, (hh) Evacuation line works, or {i Cleaning of building & organic waste or, (i) Any laboratory tesing of modules, oF {k) Any caiforaton needs to be cary ou, orf) Any insurance lilly, (each on “Excluson Event Whore any Exclusion Event occuss, ihe Owner shal be fable 10 make ful payment towards procurement of Services and spare pars kom the Contractor 3. TERM, ‘his contact shall be effective from the date of is execution ("Effective Date"). The services shall commence from the date on which the power plant is handed over by the Owner to the Contractor for the purpose of rendering the agreed Services, unless terminaled in accordance with the tezms ofthis Contract and shall be vali fil 0 September 2020. 4, ORM CHARGES 4.1 Paid Operation and Maintenance {o]Upon completion of one year petiod from the date of commissioning, Owner shall hand over the power plant to the Contractor for the purpose of rendering the agreed services. Upon the owner handing ‘over the powor plant, Contractor shall provide O&M services for a period (of four years thereatter.(b)Towards operation and maintenance of the power plant during the fist year, the Owner shall pay to the Coniracior on annual fee of INR 7,00,000/- {Indiar Rupees seven lakh only} per MW (‘ORM Service Fee") Payment of the agreed amount shall be made on half yeaaly basis, in advance, (c}The subsequent O&M Service Fee per MW per year will be thereatler revised with an annual escalation of 5% (five percent) over the previous year. [d)efore the expiry of the validity of this Contract, both the Parties shall mutually agree cn the O&M Service Fee payable by he Owner and the further period for which the Contract shall be renewed. [e]The O&M Service Fee is exclusive of all the Taxes. Any Tax that may be Imposed by any Government Authotty in respect of the Services during the Term shail be bome by the Owner, Repair charges on account of damages due fo force majeure conditions during the term of this Contract is not ncluded in the O&M Service Fee. Owner shall effect payment based on actuals, Contractor shail raise its invoice on the Owner for the O8M Service Fee al the beginning of the half yearly period and the Owner shall effect payment agains! the invoice within 15 (filleen) Business Days from the date of receipt o' the relevant invoice. 4.2Form of payment The Owner shall make payments to the Contractor within fifteen (15} days from the date of receipt of Contractor's invoice, by way of wite transfer 10 the folowing account of the Contractor: Beneficiary Name ‘Gamesa Renewable Private Limited Bank HDEC Bank ‘Account No ‘0004033001 6849 RIGS/NEFT FSC code: HDFCO000004 branch Dekals 759, 1C Cente, Anna Sala, ‘Chennai-— 600 002 431ate Payment [a]The payment of 1e amounts invoiced shal be in accordance with Clause 4.1. Any defaull in payment of the invoiced amounls as required byClause 4.1 shal accive interest of 5% (five per-cent) over and above the prevaling SBAR (at the fis! date of default in respect of each default!) per ‘annum on each amount calculated from the day of default until the actual receipt by the Contractor of the said amount ("Default Interest") {b]In action to such penallies as may be provided for in this Contract in respect of non-compliance with or breach by the Owner of any of ail of ils ‘obligations hereunder including the payment terms as set oul in Clause 4.1, he Contractor shail have the absolute and unqualified right, but not the obligation, ats sole discretion to: (i) suspend the Services: (i). such other remedies as may be available under law; and {i} pursue one or more of the above cumulatively or independently insofar as permissible in law. 5, INSURANCE ‘Owner shal during he vaidlly of this Contract, maintain in keep in force insurance in respect of: )allisks associated with the power plant including but not limited to damage fo ond loss or destruction of the power plant i) public bitty (@) third pany 6, FORCE MAJEURE i. The term “Force Majeure” herein shall mean acts of God including but not limited to landslides, fghining, earthquakes, explosions, fires, storms, floods, rains, wind speed more than 150 Kmph, strikes, lockouls or other industial disturbances, acts of public, enemy, wars, blockades, insurections, hostilities (whether war be declared or nol), lentorism, riots, epidemics or other similar events posing a safely concen and/or preventing ronspertation, washouls, arests and/or reshuils oF actions OF inaction oF delay in any acion of government authorily, court, civil disturbances, ‘quarantine restictions, freight embargoes or any other such cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence the parly is unable to prevent, whatever of the class of couses. SIS % Feai. A Force Majeure Event shall no! relieve the Parties from any labilly for an Obligation which arose before the occurence of that event, nor does tha! event affect the obligation to pay money in a timely manner which matured prior fo he occutrence of thal event. ii, Termination for prolonged Force Majeure @. Notwithstanding anything contained herein, the following shall not consllule a Force Majeure: i. Economic hardship in the performance of any obligation; I. Delayed performance of any obligation unless such event is caused by an event of Force Majeure Event; ii, Increased cosls of the performance of a Party's obligations hereunder, including costs of equipment, material or labour, Iv. Abteach ef any provision ofthis Contract ¥. Inability of a Parly to pay any monies due pursuant to this Contract, iv. Termination for prolonged Force Majeure {alin the event cf either Party hereto being rendered unable wholly or in par! by any Force Majeure cause, fo carry outils obligations under this Contract, itis agreed that on the Party affected by such Force Majeure cause giving Ine other party notice in wating as soon as possible of the ‘occurrence of the cause relied on by i, bu! not later than 10 (ten) days of the occurrerce of such cause. Then the obligations of the Patly giving such notice, so far as they are atlected by such Force Mojeure cause, shal be suspended during the continuance of any inability so caused but for no lorger period, and such cause shall as far as possible be expeditiously remedied with oll reasonable dispatch and dllgence. (b}In the event that the period of such suspension shall exiend beyond 2 two} months, then, in that event, the Parties hereto shall consull each ‘other fegarding the future implementation of the Contract and take such sleps as may be possible fo eliminate or minimise futher delay. (clin the event that the period of such suspension shall exiend beyond: 3[three) months the Party not constrained by the Force Majeure shat have the libe'ly of terminating the Contracl, In the event of such termination:[i] Owner shall pay to the Contractor, all pending amounts aiibulable to the Services completed as on the date of notice of termination, [a)All payments under this Clause wal be required fo be made by ellher Party within 7 seven) Business Days of receipt of notice of termination. UMITATION OF LABILITY Notwithstanding anything to the contrary contained inthis Contract, and as ‘agreed between the Parties, ine maximum overal liability of the Contractor under this Contract alone or in the aggregate, shall nol exceed 5% of the otal O&M Charges paid lo the Contractor for he relevant MW of fhe Plant {or the relevant year in connection wilh the Services arising or occasioned howsoever, whehner in conkiact, fort stict liabilly, indemnification or any other legal thoory. ‘he Parlies agree and acknowledge thal the provisions of this Clause in respect of imitation and exclusion of liablties is an agreed allocation of risk between the 2arles, the sufficiency of which the Parlies hereby agree ‘and acknowledge, CHANGE IN LAW In the event thal, after the date of this Contract, there is a Change in Law that atfects any cf the terms of this Contract: |. The Contractor must promptly notily us of any effect with reasons on the impact on its obligations; J. any increase in faxes as @ result thereot, including with retrospective ‘fect if any, shall be to Owner's account; ii, ony increase in the O&M Charges due to any mandatory Fequiremen! to change the scope of Services shall be fo Owner's account; iv. Patties shal, mutually agree on the adjustment fo any other terms Of this Contract so as to negate any other effect of such Change in Low: ¥. where its not possible fo negate the effect of such Change in Law, Paries shall agree on a mechanism, including but not limited 10 adjustment fo the lems of this Contract, whereby the adverse cefect of such Change in Law on the affected parly’s obligations Under this Contract is miigated bul, however any consequential increase in he O&M Charges thereby, shall be fo Owner's account.9. INDEMNITY A patty ("Indemnifying Party") must indemnity and hole harmless the other arly ond its affiates {each a “Indemnified Parly") from and against any ‘and ail Claims and Losses suffered ured by the Inclemnified Party for: (a) any faiure onils part to pay taxes: (0) any non-compliance or violation of applicable law by it {c}_ breach of itsrepresentations and warrants contained inthis Contract; (d) Physical damage by it fo the indemnified Party's assets deployed for the Project to the extent of such Claim or Loss: (i) atlses oUt of o in the cousse of or by reason of the perfomance or rnon-performance of its obligations under this Contract; and (i) is attrbutakle to lis gross negligence, willl act or omissions or wilful misconductin performance of ils obfigations under this Contract, 10, DISPUTE RESOLUTION Any controversy or claim ("Arbiltable Dispute’) arising out of or in connection with the validly, application or interpretation of this Contractor shall be settled by consultation between the Parties inifiated by wilten notice of the Dispute to the other Parly. the Parties shall attempt to sellle such Disputes by way of negotiation ‘within 60 (ly) days of notice of any Dispute by any Party to the other Par. In such event, the Patties shall each arrange for an officer or member of management with authatly to meet resolve, in good fath, any pending Disputes during such time period. In the event the Parties cannot teach settlement pursuant to sub- clause i} supra within 60 (shy) days of receipt notice thereunder, the Parties agree to refer such Dispute to arbilvalion. The venue of arbitration shall be Chennai. Each Parly will appoint one arbitrator tand the Iwo appointed arbilrators will eppoint the third arbitrator who wil act as o presiding arbitrator. The language of such arbitration shall be English. The arbitration shall, in al other respects, be conducted as per the Atbitration ancl Conciation Act, 19%. Responsibitly of payment for all cos's of arbitation, excepting Counsel fees, shall be as per the arbitration award, While any Dispute under this Contractor is pending, the Parties shalt continue to perform all of their respective obligations under thisContractor withoul prejudice to the final determination in ‘accordance with the provisions under this Clause. TLASSIGNMENT No assignment by either Parly without the prior written consent of the other, except fo (i) Affliates or {i) by assignment / mortgage / charge by usin favourof our lenders for this Project provided such Party is not aa Disqualified Third Ponty. The rights of assignment aforementioned shall be exercised only where the assigning Parly remains liable as the principal obligor for the performance of the assigned obligations 12.TERMINATION Default Notice IVa Party ("Aggrieved Party") considers that the other Farly (*Defaulting Party") is in material breach of any provision of this Contract, it may (without prejucice to any right of action or remedy that it may have) provide the Defauiting Parly with a notice ("Default Notice") specifying the nature of the breach and providing @ period of 45 (Forty Five} days, vilhin which petiod (or such other exlended period as may be agreed between the Parlies) the Defauliing Parly must remedy such material breach fo the satisaction of the other Patty. Termination Without prejudice to any of ls other rights under this Contract; ©. The Aggiieved Party may terminate this Contract, in the following events (i forthwith if the Defauiting Porty has failed to cure the material breach within the ime specified in the Default Notice. (i) forthwith, in the event that the Detaulling Party enters into compromise with iis creditors, including when pelition of insolvency is admitted, has a controler, adminishator.receiver, provisional liquidator or iquidator oppointed, has ‘an application made against it fo a court for is winding up ‘and such application is not stayed within one hundred and eighty (180} days, has winding up Contractor made against ity or resolves by special resolution that it be wound up voluntarily Consequence of Termination by the Owner In the even! that we elect fo terminate this Contract @, The Owner shall pay fo the Contractor, within seven (7] days of such termination, all amounts attibutable to the Services rendered, within seven days from the date of receip! of invoice from the Contracor; b, On ful payment of the amounls above other than as specifically provided in this Contract, neither Parly shall have any further obligations labilties agains! the other in respect of the ferminaled portion ofthe Project, ‘Consequence of Termination by Contractor In the event that the Contractor elects to terminate Contract {@, The Conhactor will be entiled fo be paid all amounts attributable fo the Services rendered within seven days from the date of receipt of invoice from the Contractor; b, All costs directly incurred by Contractor in fulling its obligations Under this Contractor, shall be reimbused by the Owner upon Contracior submitling documentary proof for such costs; ¢. On full payment of the amounts above other than as specifically provided in this Contractor, neither Party shal have any further ‘obligaticns oF liabitios agains! the olher in respect of the ferminaled portion of the Project. 13, CONFIDENTIALITY The terns and conditions of this Contractor and non-public information {including without limitation technical, industial, operational, financial ‘and commercial information) exchanged by the Parlies by virtue of this Contractor shall be kept sticlly confidential. The receiving Party shall use such documents and information ("Confidential Information")‘only as required for the full and complete performance of this Contractor and shall limit the disclosure of such Confidential Information to (a) ils employees or agents who have a need to know such Confidential Information for the performance of their obligations; (b) is audiors in the framework of their ordinary cuciting competences or {c) with respect 1o Owner, fo ils promoters investors, shareholders, consultants and potential banks or registered financial institutions in connection with Owner obtaining loans, financing or Capital contributions to fund the construction of the Project, or (4) with respect fo the Contractor, to potential subcontractors in connection with the Contractor's compliance of the obligations slemming trom this Contract provided that as regards (al, (b). (c} and {d} above, the recipients of Ine Confidential Information are 10 be bound in walling by confidentially terms no less restrictive than those contained in the present provision, j. The confidenialily obligation shail not apply to any disclosure (a) of information that is in or enters the public domain through no fault of the receiving Party; (bof information that was in the possession of the receiving Paty prior to receipt under this Contractor (unless such information was issued or received subject to a confidentially ‘bligation); er (c} which is required by law or Contractor of any Governmentel Authority; provided that the receiving Patly shall give the other Patly prior wien notice of and an opportunity fo object to such disclosure to the extent possible, «a.1f either of the Parties learns of any misappropriation or misuse of te Confidential information, it shall notify the other Parly ‘and shall reasonably cooperate with the other Party to prevent such misappropriation or misuse, buhe receiving Party shall retum fo the disclosing Porly all Conidential Information upon wiitien requestor upon ‘expiration of termination of this Contractor and shall cerliy in weting that it has done so. .c.This confidentially Clause shall be binding on both the Parties in perpetuity and shall suvive the termination of this Coniractor. Itt comes to the knowledge or notice of either Party that the other Party s in breach of this Clause. it shall be at liberty to recover damages from the other Parly for the losses of whalsoever nature it shall directly and not indirectly incv'as a consequence thereo!,14,SUB-CONTRACTING. The Contractor may subcontract in part or whole, to those persons or ‘companies that it deems to be fil and appropriate for the proper implementation of the work and services covered by this Agreement. The personnel centracled by the Contractor and, where appropriate, by the subconkractoss, shall be qualified and trained for carrying out the Services covered by this Agreement af cosls and expenses of the ‘Contractor during the ferm of the Contract. The Owner shall not directly employ or deploy the sub-contractor for Services, which may cause any sort of conflict or mixing or compromising the responsbillies of the Contractor's obligations. 115. OWNER'S OBLIGATION Access The Owner shail provide and ensue the O&M Contractor Unintenupied access fo the Site including access roads and intemal roads, which access shall be adequate for the O&M Conlraclor to perform the Services and ‘activities incidental and ancillary thereto under this Contract Perils and Licerses The Owner shall oklain and maintain at its cost all Government Approvals, including approval: from pollution control board, applicable fo the Project, in accordance wih the applicable laws and the terms of this Contract, other than the specific Government Approvals thal the O&M Contractor is required 10 obtain. i, Owner Approval {a) In any circumstances where the O&M Cantinctor requests the approval ff consent of the Owner fo any action (or inaction), the Owner shall Consider and respond to such request as promplly as possible under the circumstances and, if possible, within the response time requested by the Contractor but in no event later than 2 |Iwo} Business Days, and theOwner's approval or consent shall no! be unreasonably denied, withhold or dolayed. (b) Te Owner ako accepts and acknowledges thal _ any tevision/modification 10 the Plant, arising from or as a resull of any Contractor of any Government Authority / Change in Law / change in policy, the same will be done / modifed by the Contractor at Owner's cost Iv. Flectrcity And Water Charges Flectricity charges towards aunllary consumption by way of lighting power ‘and water charges consumed al the power plant shall be 10 Owner's account. ¥. Necessary Documents ‘The Owner shall provide the O&M Contractor with copies of ail documents {including amendments and updates) necessary for O&M Contractor 10 perform the Services. 116. LAW AND JURISDICTION (a)The governing lew of this Contract shall be the laws of the Republic of India {b) The governing language of this Contract shal be English {c}The courls af Chennai shall have exclusive jurisdiction over any matter in respect of this Contract, 117.GENERAL PROVISIONS (a)suvival The provisions of other representations, warranties, covenants and provisions conicined heroin that by their nature survive, shall survive the termination oF expiration ofthis Contract. (b)Waiver The failure by either Patty al any time fo enforce any ofits powers, remedies or tights under this Contract will nol consilule @ waiver of such powers, remedies Cor tigh's oF affect the Party's rights to enforce those powers, remedios or rightsct any time, Nor does any single or partial exercise of any power, remedy or Fight preclude any other or further exercise of itor the exercise of any other ‘power, remedy or right under this Contract. No waiver shall be effective unless in willing and duly executed by the representatives of the partes hereto. (€)Vaitations to this Contract The letms of this Conlract may only be vatied by witlen Contract between the Parties. No variation of this Contract wil be valid unless iis in waiting and signed by ot on behalf of each Patty. (a)Business Ethics ‘Al aetivlies and transactions performed by the Parties Under this Contract shall be carried ou! ina proper and truthful manner, anc) any records oF documents relating lo such activities and transactions shall contain a true and proper account of he facts and circumstances pertaining thereto. (e) Conflicts of interest The Patlias shall exercise reasonable care and diligence to prevent any ‘actions or silvalions which could resul in a conflict with the best interests of the ‘other Pary. the Paries shall no! offer, give, solcit or accept an advantage or ‘excessive enterlainment fo or from any of the employees or agents of the ‘other Parly and other business associates. Any Party who becomes aware of ‘any violations ofthis Clause shall immediately nolify the other Pasty in wiling, (9) Maintenance of Accounts ‘he Parlies' respective accounts shall be maintained in accordance with generally accepted accounting principles in nla, (g)severabilty TFany provision of this Contract is prohibited, invalid or unenforceable in any Jussdiction, that provision wil, as to that jurisciction be severed from this Contract and be ineffective to the extent of the prohibition, invalidity or unenforceabilly wilyout invalidating the remaining provisions of this Contract fr alfecting the valicily or enforceabiliy of that provision in any other Jursdicton. (hy Costs Each Parly must bear and is responsible for is own costs in connection with the nogofiation, preparation, execution, and performance of this Contract. () Entire ContactThis Contract consiilues the enite Contrac! between the Parties in relation to lis subject matter, and supersedes all prior memoranda of understanding / letters of intent / mestings and minutes thereof / pas! correspondence /lelters ‘executed / exchanged / verbal communication between the Parties hereto in respect of the subject matter ofthis Contract. 0 Headings and Titles ‘he headings and tiles in this Contract are for convenience only and shall no! be deemed part thereof or be Taken into consideration inthe interpretation or constuction of this Contract. (Partnership Nothing contained in this Contract shall constiluie or be deemed to consliule o parinership between the Parties, and no Party shail hold itselt ‘out as an agent for the other, except with the express prior wiitien consent of such other Party. his Contract is the resull of a joint craft of the Parties and any rule of interpretation interpreting conlracls against a Parly primarily responsible for railing the Contract shall therefore not be appicable. (9) Counterparts This Contact may be executed in any number of counterparts and all of those counterparis taken together will be deemed fo constitute the same instument, (m)_ Non-~ Solicitation Each parly hereby undertakes that during the term of this Contract and for period of three years after the fermination or expiry ofthis Contract, i shall hot, and shall ensue that their Affliates / associated companies shall not, direclly oF indirectly offer employment to or employ/hire the employees of the other Party, IN WITNESS WHEREOF the Partios have caused this Contract fo be signed by their uly authorized representatives on the date, month and year fis! above waitien, SS an ei zi | } Schedule ~ {sow